Registered number: 07828414
UNAUDITED
FOR THE YEAR ENDED 31 MARCH 2026
REVOLO BIOTHERAPEUTICS LIMITED
COMPANY INFORMATION
REVOLO BIOTHERAPEUTICS LIMITED
CONTENTS
REVOLO BIOTHERAPEUTICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The Directors present their report and the unaudited consolidated financial statements of Revolo Biotherapeutics Limited (the “Company”), and its wholly owned subsidiaries Revolo Biotherapeutics Inc., Revolo Australia Pty Limited, and IR2018 Limited (collectively, the “Group”) for the year ended 31 March 2026.
The Company was incorporated on 31 October 2011 and obtained its certificate to commence business on the same day.
The annual financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and the requirements of the Companies Act 2006. The accounting policies have been applied consistently compared to the prior year, except for the adoption of new or revised accounting standards as set out in note 2.
The financial statements are prepared on the historical cost basis, except where otherwise stated in the accounting policies.
The financial statements are presented in pounds sterling (£), which is the functional and presentational currency of the Company and the Group, and amounts are rounded to the nearest thousand (£’000), unless otherwise stated.
The financial statements are prepared on the historical cost basis, except where otherwise stated in the accounting policies.
The financial statements are presented in pounds sterling (£), which is the functional and presentational currency of the Company and the Group, and amounts are rounded to the nearest thousand (£’000), unless otherwise stated.
The Group recorded a net loss for the year after taxation of £6,438 thousand (2025 - loss £10,191 thousand).
During the year ended 31 March 2026 the Company issued the following equity securities:
∙22,559 Ordinary Shares for £1.00 each on 15 March 2026 for cash, upon warrant exercise.
Subsequent to the year ended 31 March 2026 the Company issued 585,350 Series C Preferred Shares for £3.70 each for cash.
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REVOLO BIOTHERAPEUTICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
In May 2024 and as amended in October 2024, January 2025, November 2025 and May 2026, the Company was authorized to constitute £15.6 million (or $20.0 million USD) in aggregate nominal value of secured convertible loan notes (Notes) of £0.78 (or $1.00 USD) each. The Notes have an amended maturity date of 30 June 2027 and will be converted into shares in the capital of the Company at the next qualified equity financing, where the Company raises at least £23.4 million (or $30 million USD) in newly committed capital. The Notes include warrant coverage on a one-to-one basis and contain terms and conditions customary to unsecured convertible debt instruments.
The convertible loan notes are being utilised by the company to fund short-term working capital needs until the next qualified equity financing and/or the conversion of such notes in accordance with the terms of the convertible debt instrument.
During the year ended 31 March 2025, the Company issued 6,273,011 Loan Notes for cash proceeds of £4.9 million (or $6.0 million) and in-kind settlement of an outstanding service fee payable to a related party of £213 thousand (or $274 thousand).
During the year ended 31 March 2026, the Company issued an additional 5,678,057 Loan Notes for cash proceeds of £4.251 million (or $5.7 million).
During the year ended 31 March 2026, the Company issued an additional 5,678,057 Loan Notes for cash proceeds of £4.251 million (or $5.7 million).
Subsequent to the year ended 31 March 2026, the Company issued an additional 200,000 Loan Notes for cash proceeds of £149 thousand (or $200 thousand).
All Loan Notes remained outstanding, and no Contingent Warrants had been issued, as at the date of this Directors’ Report.
No dividends were declared and paid during the current year.
Revolo Biotherapeutics Limited is the ultimate holding company of the group.
The Directors who served during the year were:
Subsequent to the year ended 31 March 2026, the Company issued an additional 200,000 Loan Notes for cash proceeds of £149 thousand (or $200 thousand).
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REVOLO BIOTHERAPEUTICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have considered all available information about the future, including the Company’s cash flow forecasts for at least 12 months from the date of approval of these financial statements.
The Company is actively engaged in raising additional equity funding to finance its operations and clinical trial program. The cash flow forecasts assume that further funding will be secured within the next 18 months. These forecasts also assume that the Company will continue to receive support from its shareholders.
However, there are material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern.
These uncertainties include:
∙the Company’s ability to generate revenue in the near term;
∙the successful completion of interim and longer-term fundraising;
∙the timing and cost of the clinical trial program; and
∙the risk that trials may not succeed or lead to significant progress.
If the Company is unable to obtain sufficient funding, it may be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, the Directors believe that the assumptions underlying the forecasts are reasonable and that the Company will be able to secure the necessary funding. Accordingly, the financial statements have been prepared on a going concern basis.
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REVOLO BIOTHERAPEUTICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
The Directors are responsible for preparing the Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the Directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements that give a true and fair view in accordance with IFRS and the requirements of the Companies Act 2006.
Under company law the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with International Financial Reporting Standards as adopted for use in the United Kingdom and the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
This report was approved by the board and signed on its behalf.
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REVOLO BIOTHERAPEUTICS LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
REGISTERED NUMBER: 07828414
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
REGISTERED NUMBER: 07828414
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The financial statements on pages 5 to 30 were approved and authorised for issue by the board of Directors and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
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REVOLO BIOTHERAPEUTICS LIMITED
REGISTERED NUMBER: 07828414
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
REGISTERED NUMBER: 07828414
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The Company's loss for the year was £5,840 thousand (2025 - £10,227 thousand).
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements on pages 5 to 30 were approved and authorised for issue by the board of Directors and were signed on its behalf by:
The notes on pages 14 to 30 form part of these financial statements.
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REVOLO BIOTHERAPEUTICS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
The notes on pages 14 to 30 form part of these financial statements.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Revolo Biotherapeutics Limited (the “Company” or “Revolo”) and its wholly owned subsidiaries Revolo Biotherapeutics Inc., Revolo Australia Pty Limited, and IR2018 Limited (collectively, the “Group”) is a development stage biotherapeutics company focused on revolutionizing autoimmune and allergic disease treatment by resetting the immune system for superior long-term disease remission. The Group has a multinational footprint, with operations in both the United States and the United Kingdom. The Group does not currently or previously have operations in Australia.
Revolo is a private limited liability company incorporated and domiciled in the UK. Its registered and main office is at Windsor House, Station Court, Great Shelford, Cambridgeshire, England, CB22 5NE, UK. Revolo Biotherapeutics Inc., its subsidiary in the United States, is incorporated in the state of Delaware.
2.Accounting policies
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Sterling, which is Revolo’s functional and presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate at the reporting date. Foreign exchange gains and losses arising on settlement or translation of monetary items are recognised in profit or loss, except where they relate to the translation of foreign operations. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date the fair value was determined. Exchange differences arising on the translation of foreign operations are recognised in other comprehensive income and accumulated in equity.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Financial assets and financial liabilities are included in the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the investments have expires or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Derivative financial instruments
The Group does not have a policy of engaging in speculative transactions, nor does it issue or hold financial instruments for trading purposes.
The Group has entered into various financing arrangements with its investors, including the issuance of convertible debt instruments and warrants for ordinary shares and preferred shares. These warrants may be considered derivative financial instruments based on the terms of the agreements. Therefore, while the Group does not engage in speculative trading of derivative financial instruments, it may hold such instruments from time to time as part of its financing arrangements.
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The resulting gain or loss is recognized in the consolidated statement of comprehensive loss, as the Group currently does not apply hedge accounting.
Non-derivative financial instruments
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents are stated at carrying amount which is deemed to be fair value.
Trade and other receivables
Trade and other receivables
Trade and other receivables that meet the definition of financial assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any expected credit loss allowance. The Group applies the simplified expected credit loss approach to trade receivables where applicable. Prepayments, VAT receivable and other non-financial assets are excluded from financial instruments and are recognised in accordance with the relevant accounting policy.
Financial liabilities and equity
The Group classifies an instrument, or its component parts, on initial recognition as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
An instrument is classified as a financial liability when it is either (i) a contractual obligation to deliver cash or another financial asset to another entity; or (ii) a contract that will or may be settled in the Group’s own equity instruments and is a non-derivative for which the Group is, or may be, obliged to deliver a variable number of the Group’s own equity instruments or a derivative that will, or may be, settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Group’s own equity instruments. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
The company derecognises financial liabilities when, and only when, the company obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
The company derecognises financial liabilities when, and only when, the company obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
An equity instrument is defined as any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. An instrument is an equity instrument only if the issuer has an unconditional right to avoid settlement in cash or another financial asset.
Trade payables and accrued liabilities
Trade payables and accrued liabilities are obligations to pay for goods or services that have been acquired in the ordinary course of business from or rendered by suppliers. All are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade payables and accrued liabilities are initially measured at fair value, and, where applicable, are subsequently measured at amortized cost, using the effective interest rate method.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received. Direct issuance costs are processed as a deduction on equity.
Expenditures on drug development activities are capitalized only if all of the following conditions are met:
∙it is probable that the asset will create future economic benefits;
∙the development costs can be measured reliably;
∙technical feasibility of completing the intangible asset can be demonstrated;
∙there is the intention to complete the asset and use or sell it;
∙there is the ability to use or sell the asset; and
∙adequate technical, financial, and other resources to complete the development and to use or sell the asset are available.
These conditions are generally met when a filing is made for regulatory approval for commercial production. Otherwise, costs on research activities are recognized as an expense in the period in which they are incurred.
At this time, the Group does not meet all conditions and therefore development costs are recorded as an expense in the period in which the cost is incurred.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
The Group issues equity share-based payments in the form of share options, warrants and restricted stock units to employees and to third parties providing services to the Group. In accordance with IFRS 2, the cost of those payments is measured at fair value at the date of grant. The fair value is appraised at the grant date and excludes the impact of non-market vesting conditions. That fair value is expensed on a straight-line basis over the vesting period based on the Group’s estimate of the shares that will eventually vest, with a corresponding credit to the “share based payment reserve”.
Fair value is measured using the Black-Scholes option pricing model. The expected life used in the model is the expiry date of the options or warrants.
Upon exercise of the options or warrants, the proceeds received net of any directly attributable transaction costs up to the value of the shares issued are allocated to share capital with any excess attributable to share premium. On exercise or lapse of the options or warrants, the total of fair value already credited to the share-based payment reserve in respect of those options or warrants will be transferred to retained earnings.
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.
Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Ordinary shares are classified as equity. Mandatorily redeemable preference shares are classified as liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Ordinary shares are recognised at par value and classified as 'share capital' in equity. Any amounts received from the issue of shares in excess of par value is classified as 'share premium' in equity. Dividends are recognised as a liability in the company in which they are declared.
The Convertible Loan Notes and associated Contingent Warrants are classified as financial liabilities and are measured at fair value through profit or loss ("FVTPL") in accordance with IFRS 9.
Changes in fair value are recognised within profit or loss in the period in which they arise.
The fair value incorporates the market terms of the loan notes together with the economic value of the associated conversion and warrant features.
Changes in fair value are recognised within profit or loss in the period in which they arise.
The fair value incorporates the market terms of the loan notes together with the economic value of the associated conversion and warrant features.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The preparation of the consolidated financial statements requires the Directors to make judgements in applying the Group's accounting policies and to make estimates and assumptions concerning future events. These judgements, estimates and assumptions affect the reported amounts of assets, liabilities, income and expenses, and the disclosure of contingent assets and contingent liabilities at the reporting date. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The critical judgements that have the most significant effect on the amounts recognised in the consolidated financial statements, together with the key sources of estimation uncertainty that could result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are set out below.
Share-based payments (estimate)
The Group measures share-based payments and warrants liabilities at fair value. Determining these fair values requires management to make estimates regarding appropriate valuation methodologies and key inputs, including expected volatility, risk-free interest rates, expected exercise behaviour, future performance conditions and other market-based assumptions. Changes in these assumptions could have a material impact on the amounts recognised in the consolidated financial statements.
Research and development expenditures (judgement)
Management assesses whether development expenditures meet the criteria for capitalisation in accordance with IAS 38 Intangible Assets. The Directors have concluded that the criteria for capitalisation have not been met and, accordingly, research and development expenditures have been expensed as incurred. This assessment requires judgement regarding the technical and commercial feasibility of projects and the probability of generating future economic benefits.
In addition, at each reporting date the Group estimates the level of services performed by third-party research and development vendors and the related costs incurred but not yet invoiced.
Other significant estimates
Other areas involving significant estimation uncertainty include the determination of the fair value of ordinary shares, Loan Notes, Contingent Warrants and other equity-linked instruments, as well as assumptions used in measuring share-based compensation and accrued research and development expenses.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Group has UK net tax losses of £52.8 million (FY25: £52.8 million) available to offset against future taxable profits. A deferred tax asset has not been recognised on these due to the uncertainty regarding when the Company will generate sufficient profits to enable recovery.
The Group has recognised an aggregate R&D tax credit receivable of £1.282 million as of the year ended 31 March 2026, which is comprised of £0.420 million from the year ended 31 March 2026 and £0.862 million from the year ended 31 March 2025. Due to a change in estimate, £0.537 million of the fiscal year 2025 receivable was recorded in fiscal year 2026. The amount recognised represents management’s best estimate of the amount expected to be recovered, based on qualifying expenditure incurred during the year and a methodology consistent with previous claims. . The claim had not been submitted at the date the financial statements were authorised for issue. Management considers recovery to be probable based on the nature of the expenditure and the Group’s previous claim history. Any difference between the amount recognised and the amount ultimately agreed with the tax authority will be recognised in the period in which the determination is made.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
8.Trade and other receivables (continued)
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
In May 2024, and as subsequently amended and restated in October 2024, January 2025, November 2025 and May 2026, the Company was authorised to constitute £15.6 million (or $20.0 million) in aggregate nominal value of secured convertible loan notes (“Loan Notes”) of £0.78 (or $1.00) each. As at 31 March 2026, the Company had a substantive right under the terms of the secured convertible loan notes to defer settlement until 30 June 2027. Accordingly, the related convertible loan note and contingent warrant liabilities have been classified as non-current. The Loan Notes will be converted into the most senior class of shares in the capital of the Company at the next qualified equity financing, being a financing in which the Company raises at least £23.4 million (or $30.0 million) in newly committed capital. The Loan Notes contain terms and conditions customary to secured convertible debt instruments.
The conversion price per share will be equal to 90% of the lowest price paid for the most senior class of shares issued upon a qualified financing. At the election of a majority of the holders of the Loan Notes, the Loan Notes are convertible into shares issued in the most recent equity financing at a conversion price
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
equal to the lowest price paid per share in that financing. The Loan Notes do not bear interest and are redeemable upon the sale of the Company or when any shares of the Company become publicly traded prior to a qualified financing.
In connection with the Loan Notes, the Company entered into a Warrant Instrument Agreement to issue a maximum of 20,000,000 warrants to purchase shares of the Company’s most senior class of shares in a qualified financing. The warrants are issuable only upon conversion of the Loan Notes, with one-to-one warrant coverage, and are exercisable until the earlier of (1) 31 December 2030, (2) the sale of the Company, or (3) the date on which any shares of the Company become publicly traded.
During the year ended 31 March 2025, the Company issued 6,273,011 Loan Notes for cash proceeds of £4.9 million (or $6.0 million) and in-kind settlement of an outstanding service fee payable to a related party of £213 thousand (or $274 thousand).
During the year ended 31 March 2025, the Company issued an additional 5,678,057 Loan Notes for cash proceeds of £4.251 million (or $5.7 million).
All Loan Notes remained outstanding, and no Contingent Warrants had been issued, as at the date these financial statements were authorised for issue.
The May 2026 amendment occurred after the reporting date and before the financial statements were authorised for issue. The amendment extended the maturity date of the Loan Notes to 30 June 2027 and extended the exercise period of the issuable warrants to the earlier of (1) 31 December 2030, (2) the sale of the Company, or (3) the date on which any shares of the Company become publicly traded.
Fair value measurements
The Company classified the Loan Notes and Contingent Warrants as financial liabilities. In accordance with IFRS 9 Financial Instruments, the Loan Notes and Contingent Warrants are initially recorded at fair value and remeasured each reporting period. All fair value adjustments are recognised in profit or loss each reporting period.
In measuring the fair value of the Loan Notes and Contingent Warrants, the Company applies a valuation technique consistent with IFRS 13 Fair Value Measurement. Management uses a scenario-based framework reflecting the key contractual terms and four potential outcome scenarios. Each scenario incorporates management’s estimates regarding the probability and expected timing of relevant triggering events. Expected payoffs include the effects of the contractual conversion discount, the redemption premium, and the fair value of warrants issued in connection with the Loan Notes upon conversion.
Because the warrant strike price is determined upon future conversion events and therefore depends on future equity values, the Company employs a Monte Carlo simulation to model a broad distribution of potential equity price paths. For each simulation path, both the warrant strike price and the corresponding underlying equity value are derived based on the conversion mechanics. Following the simulated conversion event, a Black-Scholes option-pricing model is applied to estimate the value of the warrants from the conversion date through their contractual expiration. The estimated warrant values are included in the aggregate fair value measurement of the convertible note facility.
The valuation requires the use of significant unobservable inputs, including equity price volatility, expected time to conversion or redemption, probability-weighted scenario outcomes, and the discount rate applied to future payoffs. As these inputs are not observable in active markets, the Loan Notes and Contingent Warrants are classified within Level 3 of the IFRS 13 fair value hierarchy.
As of 31 March 2026, the aggregate fair value of the Loan Notes and Contingent Warrants was 111.4% of face value (2025: 105.1%). The table below provides the cumulative fair value by component:
Presented in thousands (000’s)
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Equity comprises the following items.
∙Share capital - represents amounts subscribed for shares at nominal value.
∙Share premium - represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.
∙Share-based payments - represents the fair value of equity-settled payments made to Directors, employees and others, less those that have been exercised or lapsed.
Allotted, issued and fully paid
Allotments during the year
During the year ended 31 March 2026 the Company issued:
∙22,559 Ordinary Shares for £1.00 each on 15 March 2026 for cash, upon warrant exercise.
Each share carries one vote. Each share is entitled to participate in any dividend pro rata as to the number of shares in issue. In setting out the rights of the share classes, a "Hurdle" is defined as £9 per share.
Conversion
Class C and Class B Preferred Shares can be converted into Ordinary Shares at the option of the holder and will be converted automatically on a listing.
Class A Shares will be converted into Ordinary Shares automatically on a listing. The number of Ordinary Shares into which they convert will be the product of the number of A Ordinary Shares and the conversion ratio calculated as ((Fair Value) – Hurdle)/(Fair Value).
Liquidation
On a liquidation event, the available assets shall be applied:
∙First to the Series C Preferred Shares in priority to all other classes of share in an amount equal to the greater of the subscription price of that Series C Preferred Share or the amount that would be due in respect of that Series C Preferred Share on a pro rata basis as to the number of all shares on issue.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
∙Second to the Series B Preferred Shares in priority to A Ordinary and Ordinary classes of shares on the same basis of as the holders of Series C Preferred as set out above.
∙Third to each Ordinary Share to the extent of 99.999% of the Hurdle and each A Ordinary Share to the extent of 0.001% of the Hurdle.
∙Thereafter to all Ordinary Shares and A Ordinary Shares equally on a per share basis.
Share options, Restricted Stock units, and warrants
The table below lists the outstanding options and activity during the year.
The total number of options over ordinary shares that were exercisable on 31 March 2026 was 131,336 (2025: 131,336).
The total share-based compensation charge related to options for the financial year was £nil (2025: £nil). The priced values of all outstanding share options have been charged in full and included in the share-based payment reserve prior to fiscal year 2026.
Restricted Stock Units
Vesting of the RSUs in the table above are subject to a service requirement and a liquidity event requirement, both of which must be satisfied on or before the 7th anniversary of the grant date for the RSUs to vest. No RSUs will vest if only one (or neither) of such requirements is satisfied on or before such date. The service requirement is satisfied as to 25% of the RSUs upon the first anniversary of the vesting commencement date, and as to the remaining 75% of the RSUs in equal monthly increments through the fourth anniversary of the vesting commencement date, subject to the participant’s continued employment or service through each applicable date. The liquidity event requirement is satisfied based on the first to occur of: the six-month anniversary of (or, if earlier, March 15 of the year following) the consummation of an “initial public offering” or “alternative offering”, the consummation of a “direct listing”, or a “corporate transaction”, as each such term is defined in the award agreement. As of 31 March 2026, there were 739,130 RSUs outstanding, of which 661,361 had vested and 77,769 remained unvested. The vested RSUs would vest upon the expiration of the 180-day, or 6-month, lock up period following a liquidity event. The remaining unvested RSUs would vest upon the expiration of the lock up period following a liquidity event and the satisfaction of the service requirement.
The consummation of a transaction that would satisfy the liquidity event requirement is a performance condition that is outside the Group’s control. Therefore, the Group has deferred the recognition of any
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
share-based compensation until the satisfaction of the Liquidity Event requirement. As of 31 March 2026, there was £10.5 million of unrecognized expense subject to the satisfaction of the service and liquidity event requirements.
Warrants
At the end of the year the Group had the following warrants outstanding.
(1)Warrants issued to the former Chairman of the Company’s Board.
The total number of warrants exercisable on 31 March 2026 was 76,147 (2025: 125,934).
The corresponding charge to income for the financial year was £nil thousand (2025: £282 thousand). The priced values for all warrants that met the criteria for share-based compensation charge all have been charged in full and included in the share-based payment reserve prior to fiscal year 2026.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
The Company accounts for contingent warrant liability at fair value (note 11)
In connection with issuance of the Group’s Series C Preferred shares and the exercise of Series B warrants during and prior to Fiscal Year 2025, the Group accrued a $426 thousand service fee obligation to a third party affiliated with a member of the Company’s board of directors. During fiscal year 2025, the service fee was fully settled in-kind by issuance of Loan Notes (Note 11) and off-set the exercise cost of ordinary share options and warrants (Note 12).
In June 2026, the Company amended its service agreement with the aforementioned third party that may result in a fee obligation for services rendered.
In June 2026, the Company amended its service agreement with the aforementioned third party that may result in a fee obligation for services rendered.
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REVOLO BIOTHERAPEUTICS LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Subsequent to year ended 31 March 2026, the Company issued an additional 200,000 Loan Notes for cash proceeds of £149 thousand (or $200 thousand).
Subsequent to the year ended 31 March 2026 the Company issued 585,350 Series C Preferred Shares for £3.70 each for cash.
Subsequent to the year ended 31 March 2026 the Company issued 585,350 Series C Preferred Shares for £3.70 each for cash.
There is no controlling party of the Group.
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